27 Jun, EOD - Indian

Nifty Pharma 21928.6 (0.55)

Nifty Smallcap 100 18976.8 (0.91)

Nifty IT 38822.95 (-0.44)

Nifty Next 50 68712.4 (0.61)

SENSEX 84058.9 (0.36)

Nifty Bank 57443.9 (0.41)

Nifty 50 25637.8 (0.35)

Nifty Midcap 100 59385.15 (0.27)

27 Jun, EOD - Global

NIKKEI 225 40150.79 (1.43)

HANG SENG 24284.15 (-0.17)

S&P 6161.02 (-0.02)

LOGIN HERE

companylogoSunshield Chemicals Ltd

You are Here : Home > Markets > CompanyInformation > Company Background
BSE Code : 530845 | NSE Symbol : | ISIN : INE199E01014 | Industry : Chemicals |


Directors Reports

Dear Members,

Your Directors are pleased to submit their 38th Annual Report of the business operations together with the Audited Financial Statements of the Company for the year ended 31st March 2025:

1. OVERVIEW OF FINANCIAL RESULTS

2024-2025 2023-2024
Sales 36500 28203
Other Operating Income 79 135
Revenue from Operations 36579 28338
Other Income 315 148

Total Income

36894 28486
Less: Materials Consumed 27063 19277
Employees Remuneration & 1908 1639
Benefits
Manufacturing, Administrative, 4231 3379
Selling & Other Expenses

Total Expenses

33202 24295

Operating Profit (EBITDA)

3692 4191
Less: Finance Cost 910 779

Profit Before Tax & Depreciation

2782 3412
Less: Depreciation 977 738

Net Profit Before Tax

1805 2674
Less: Tax Expense
Current Tax Expense 395 756
Deferred Tax (55) 34
Prior Year Tax Adjustments 7 -

Net Profit after Tax

1458 1885

Other Comprehensive Income

Add: Remeasurements of post- (27) (43)
employment benefit
obligation
Income tax related to items 7 12
that will not be reclassified
to profit or loss

Total Comprehensive Income for

1438 1854

the period

Earnings per share

Basic & Diluted 19.83 25.63

In the preparation of the financial accounts and the statements, the Company has followed the Companies (Indian Accounting Standards) Rules 2015, as amended.

2. FINAL DIVIDEND

Based on the Company's performance, your Directors are pleased to recommend for approval of Members a final dividend @ of 2.5/- (previous year – 2.40) per equity share of the face value of 10.00/- each for the financial year 2024-25. Dividend, if approved, aggregating to 183.83 lakhs.

TRANSFER TO RESERVE

There is no amount proposed to be transferred to General Reserves out of the profit for the Financial Year 2024-25.

3. RIGHTS ISSUE

During the year, the company proposed to issue equity shares on a rights basis to the existing eligible equity shareholders for an amount aggregating up to 1500 lakhs. The proceeds of the said issue are proposed to be utilized towards interalia, repayment of borrowings availed by the company, capital expansion and general corporate purposes. The draft letter of offer dated 30th September 2024 was filed by the company with Securities and Exchange Board of India ("SEBI") and BSE Limited ("BSE") on which the Rights Equity Shares are proposed to be listed. The company received letter from BSE granting in-principle approval for undertaking the Issue. Further SEBI issued final observations on the DLOF vide its letter dated 12th March 2025. The company is in the process of filing the letter of offer with BSE and SEBI.

4. MANAGEMENT'S DISCUSSION AND ANALYSIS: F.Y. 2024-2025 I. Industry Structure & Development: - The chemical industry serves as a fundamental pillar of the global economy and acts as a key enabler for various sectors. From electronics and paints to pharmaceuticals and cosmetics, chemicals are integral across diverse applications, making them essential for the sustainable development of multiple industries.

IntheIndiancontext,thechemicalindustryholds a prominent position in the nation's economic growth. Among its various sub-segments, specialty chemicals represent a high-growth, innovation-driven category characterized by low-volume, high-value chemical formulations that are tailored for specific end uses.

Specialty chemicals are distinguished by their performance or functional attributes rather than just their chemical composition. These products demand deep technical knowledge, consistent innovation, and a customer-centric development approach. The specialty chemical segment continues to gain strategic importance, both domestically and globally, due to its application-driven nature and strong end-user focus.

TheCompanyoperatesinthespecialtychemicals segment, catering to niche requirements across a broad spectrum of industries. We specialize in the manufacture and sale of a diverse range of customized and specially formulated chemical products, addressing the evolving needs of sectors such as Home and Personal Care, Industrial Formulations, Paints and Coatings, Agrochemicals & Lubricants and Additives.

We serve a wide base of reputed customers across India and in international markets, including the Americas, Europe, and the Far East. Our clients operate in a multitude of industries, including but not limited to Metal Treatment, Wire Enamels and Insulation, PVC Stabilizers, Inks and Coatings, Agrochemicals and Fertilizers, Plastics, Polymers, and Rubber, Textile Processing, Latex Products and Tyres, Home and Personal Care, Cosmetic and Detergent Formulations.

Our continued focus on product innovation, customization, and deep industry understanding enables us to consistently meet the dynamic requirements of our clients. As industries evolve and demand more efficient, sustainable, and specialized solutions, the Company remains committed to delivering high-performance chemical products that create value across the supply chain.

Details of the Company's main products and its end use applications are as below:

Products

End use Applications

THEIC Available in both powder as well as
in noodles form. Its end-use includes
applications as heat stabilizers and PVC
stabilizer.
Ethoxylates & Used as dispersing agents in paper & pulp
Propoxylates industry, emulsifiers in dye manufacture,
means for dissolution and floatation,
constituents of agro insecticides and
herbicides, and in many other industrial
applications. These products have
applications as low-foaming nonionic
surfactants and have excellent wetting
and dispersing properties.
Antioxidants The aminic antioxidants market has been
segmented on the basis of application into
plastic processing, rubber processing,
fuel & lubricants and adhesives.
HQEE HQEE is a specialty elastomer and
crosslinking agent used as a chain
extender for polyurethanes (PU). It is
well suited for finishing and improving
properties of materials.
BC 700 Used as a matting and effects agent for
the paint and varnish industry.

II. Operating and Financial Performance of the Company (Rs in Lakhs)

F.Y. F.Y. Change over
2024-2025 2023-2024 Previous year
i) Exports 6130 6503 (5.73%)
ii) Domestic 30370 21700 39.95%
iii) Other 79 135 (41.48%)
Operating
Income

Revenue from

36579 28338 29.08%

Operation

Other Income 315 148 112.84%

Total Income

36894 28486 29.52%

In the financial year 2024–2025, the company earned a total income of 36,894 lakhs, which is a 29.52% increase compared to 28,486 lakhs in 2023–2024. Revenue from operations rose to 36,579 lakhs from 28,338 lakhs, mainly because of strong growth in domestic sales. Domestic sales went up by 39.95%, reaching 30,370 lakhs compared to 21,700 lakhs last year. However, export sales dropped by 5.73%, from 6,503 lakhs to 6,130 lakhs, showing a dip in international demand. Other operating income also fell by 41.48%, down to 79 lakhs from 135 lakhs. On the other hand, other income more than doubled, rising by 112.84% to 315 lakhs from 148 lakhs. Overall, the company had a strong year, mainly driven by growth in the domestic market.

The company saw strong growth in Ethoxylates and Antioxidant-based products due to higher demand and better pricing.

III. Outlook

The global specialty chemicals industry continues to experience uncertainty due to geopolitical tensions, trade wars, and evolving tariff structures. These factors have disrupted supply chains and increased the cost of key raw materials. However, they have also created new opportunities especially for Indian manufacturers.

As many global companies look for alternatives to other suppliers, India is emerging as top choice for sourcing and manufacturing specialty chemicals, as it opens up new chances to sell our products internationally and strengthen our position in the global market.

In India, the demand for specialty chemicals is strong. The Company is well-positioned to meet this demand with a focus on innovation, customer partnerships, and operational excellence.

To make the most of these opportunities, the Company is increasing the local sourcing of materials, expanding our production capacity, and investing in research and development to create specialized products. Additionally, we are making efforts to improve our supply chain flexibility, reducing dependence on volatile international markets. Supportive government policies, infrastructure development, and a growing focus on ‘Make in India' are further strengthening the outlook for our sector. While we remain cautious of ongoing global challenges, we are confident in our ability to navigate this environment and deliver sustainable growth.

The Company remains committed to creating long-term value for stakeholders through strategic investments, efficient operations, and responsible growth.

Our products continue to be well received by some of the world's leading users of specialty chemicals across a variety of industrial applications. The Company has been recognized as a reputable and dependable supplier to many Indian and global consumers of specialty products developed in-house.

IV. Risks and Concerns

The specialty chemicals industry is facing significant risks due to ongoing tariff wars and global conflicts, such as the Russia-Ukraine war and tensions in the Middle East. These situations have led to rising prices for raw materials and supply chain disruptions. The ongoing trade disputes between major economies, have made it harder to predict costs and access key materials. As a result, the cost of producing chemicals has increased, and the overall market has become more uncertain.

The Company is fully aware of these challenges and has put in place a Risk Management Framework to identify, assess, and reduce the impact of these risks. The management regularly reviews and discusses both current and potential future risks, especially related to tariffs, trade policies, and supply chain instability. Effective risk management is crucial for the success of the Company, and we take continuous corrective actions to address any issues.

A key risk we face is the availability of critical raw materials, such as Ethylene Oxide (EO), which is essential for producing several of our products. Currently, EO is only supplied by a single manufacturer in the country, so any disruption to its supply could have a major impact on production.

The Company is also committed to ensuring the health and safety of its employees, customers, and the surrounding community. Some of our raw materials are hazardous, and there are inherent safety risks in the manufacturing process. To address these risks, we have implemented strict safety measures, equipment, and procedures that meet global safety standards and legal requirements.

V. Internal Financials Controls and their adequacy

The Company has put in place internal checks and controls to ensure smooth and efficient operations, and these are continuously being improved. These controls are designed to ensure that the business runs in an orderly manner, follows company policies, protects its assets, prevents and detects fraud and errors, maintains accurate accounting records, and provides reliable financial information on time. The internal and statutory auditors have reviewed the effectiveness of the internal financial controls. Based on their assessments, the Board believes that the internal financial controls are working well and that there are no significant weaknesses.

VI. Key Financial Ratios

Key Ratios

2024-25 2023-24 Change
Current Ratio1 0.77 0.88 (12.37%)
Debt Equity Ratio 1.05 1.04 0.87%
Debt service 1.94 2.59 (25.14%)
Coverage Ratio2
Return on Equity 16.40% 25.44% (35.53%)
Ratio3
Inventory Turnover 7.29 7.12 2.52%
Ratio
Trade Receivable 6.53 6.44 1.45%
Turnover Ratio
Trade Payable 5.65 6.19 (8.70%)
Turnover ratio
Net Capital Turnover (8.87) (19.40) (53.98%)
Ratio4
Net Profit Ratio3 3.99% 6.65% (40.05%)
Return on Capital 13.29% 19.56% (32.06%)
Employed5

1 Due to increase in Current maturities of long-term borrowings.

2 Increase in principal repayment amount towards long-term borrowings

3 Reduction in Net Profit

4 Mainly due to increase in Current maturities of long-term borrowings thereby reduction of working capital.

5 Due to reduction in Earnings before Interest and Tax

VII. Human Resources

Employee relationships at all levels, continued to be satisfactory during the year. The management would like to place on record its appreciation of the dedicated and strong support provided to your Company, by its employees at all levels. The number of employees on the roll as on 31st March 2025 was 218.

(The statement in this report including Management's Discussions & Analysis Report reflects Company's projections, estimates, expectations, or predictions. These may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied since your Company's operations are influenced by many external and internal factors, beyond the control of the Company.)

5. DISCLOSURES UNDER COMPANIES ACT 2013 I. CORPORATE SOCIAL RESPONSIBILITY The Board has approved the CSR policy of the Company which is published on the Company's website at https://sunshieldchemicals.com/wp-content/uploads/2021/12/CSR-Policy.pdf CSR activities of the Company are carried directly and through Non-Government Organizations, who have track record of minimum of 3 years in carrying out the activities, and other criteria's as prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules 2014, as amended from time to time.

The Board Report on CSR is annexed herewith as Annexure I.

II. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information sought under the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure II, forming part of this report.

III. ANNUAL RETURN

The Annual Return has been placed on the website of the Company and can be accessed at https://sunshieldchemicals.com

IV. CHANGES IN THE SHARE CAPITAL

There is no change in the share capital of the Company during the financial year under review. The paid-up equity share capital as on 31st March 2025 was 735.31 lakhs, comprising of 73,53,060 equity shares of face value of 10.00/- each.

V. NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business policies and strategy apart from regular Board business. During the financial year under review, the Board of Directors met 5 times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

VI. COMPOSITION OF AUDIT COMMITTEE The Audit committee comprises of Mr. Ajit Shah who is the Chairman of the Committee, Mr. Cyrus Poonevala, Mr. Mukesh Malhotra and Mr. Jeet Malhotra. During the financial year under review, the audit committee met 5 times. More details on the committee are given in the Corporate Governance Report.

All the recommendations of the audit committee are accepted by the Board.

VII. BOARD INDEPENDENCE

The definition of Independence of Directors is derived from Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of the Listing Regulations, and Section 149(6) of the Companies Act, 2013;

1. Mr. Ajit Shah

2. Mr. Cyrus Poonevala

3. Prof. Aniruddha Pandit

4. Mr. Mukesh Malhotra

In compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, the Independent Directors met on 13th March 2025 to discuss inter alia issues as prescribed under the schedule IV of the Companies Act, 2013.

VIII. ANNUAL EVALUATION BY THE BOARD In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared covering various aspects of the Board's functioning such as adequacy of composition of Board and committees, Board communication, timeliness and unbiased information of right length and quality of information, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as attendance and participation in the discussion and deliberation at the meeting, understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors. The Board appreciated the contributions of all Directors in the working of the Company on the basis of evaluation carried out.

IX. DIRECTOR REMUNERATION POLICY

The Remuneration Policy of the Company is hosted on the website of the company at the following web link: https://sunshieldchemicals. c o m / w p - c o n t e n t / u p l o a d s / 2 0 2 1 / 1 2 / Remuneration-Policy.pdf

X. COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. CNK & Associates LLP, Chartered Accountants, Statutory Auditors, in their report and by M/s. P. Naithani & Associates, Company Secretaries, in their Secretarial Audit report.

XI. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large.

All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their information.

A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Since there are no material related party transactions and also all the transactions with related parties are at arm's length and in the ordinary course of business, no transactions are required to be reported in Form AOC – 2. Note No. 35 in the notes to financial statements provides the details of all the related party transactions.

The Related Party Transaction Policy is uploaded on the company's website at https://sunshieldchemicals.com/wp-content/ uploads/2023/03/RTP-Policy.pdf

XII. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report.

XIII. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of the Companies Act 2013 and Regulation 22 of Listing Regulations. The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Company's Code of Conduct and/or Ethics Policy. There have been no instances of denying any personnel seeking access to the Chairman of the Audit Committee The details of the policy have been disclosed on the Company's website at https:// sunshieldchemicals.com/wp-content/ uploads/2024/04/Whistle-Blower-Policy.pdf

XIV. CORPORATE GOVERNANCE

Detailed report on the Corporate Governance, forms part of this Report. A certificate from M/s. P. Naithani & Associates, Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of Listing Regulations is annexed to the said Report.

6. BOARD OF DIRECTORS COMPOSITION

The composition of the Board of Directors of the Company is in complete conformity with the requirements of Listing Regulations and Companies Act 2013. The details of the Board of Directors, as on date of this report are as under:

Sr. Name of Director no.

Category of Directorship

1. Dr. Maya Parihar Malhotra

Non-Executive Chairman and Woman Director
2. Mr. Ajit Shah Non-Executive
Independent Director
3. Mr. Cyrus Poonevala Non-Executive
Independent Director
4. Prof. Aniruddha Pandit Non-Executive
Independent Director
5. Mr. Mukesh Malhotra Non-Executive Additional
Independent Director
6. Mr. Jeet Malhotra Managing Director & CEO
7. Dr. Anand Parihar Non-Executive Director

The composition of the Board represents an optimal mix of professionalism, knowledge and experience which enables the Board to discharge its responsibilities and provide effective strategic guidance to the business.

None of the Directors on the Board is a Director in more than 10 public companies or is a Member in more than 10 committees or Chairperson of more than 5 committees. And none of the Independent Directors serves as an Independent Director in more than 7 listed entities.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive, and Independent Directors.

Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company Dr. Maya Parihar Malhotra (DIN: 00302976) will retire by rotation at the ensuing Annual General Meeting ("AGM") of the Company and being eligible, offer herself for reappointment. The Board recommends her reappointment.

Appointment of Director

During the year under review, the Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, appointed Prof. Aniruddha Pandit (DIN: 02471158) as an Additional Non-Executive Independent Director of the Company w.e.f 14th March 2025 for a period of five (5) years, subject to the approval of the members. Subsequently, the shareholders approval was taken by postal ballot which was passed on 21st April 2025.

The Board had, based on the recommendations of Nomination and Remuneration Committee, at its meeting held on 5th May 2025, appointed Mr. Mukesh Malhotra (DIN: 01131063) as an Additional Non-Executive Independent Director of the Company, not liable to retire by rotation, for a tenure of five (5) years from 5th May 2025 to 4th May 2030, subject to approval of Members at the ensuing Annual General Meeting. He shall hold office as an Additional Director upto the date of this AGM and is eligible for appointment as an Independent Director of the Company.

Cessation of Director

During the year under review, Mrs. Aruna Soman (DIN: 03622209) stepped down as an Independent Director of the Company on the close of business hours of 28th October 2024. The Board placed on record their appreciation for the valuable contribution made by Mrs. Aruna Soman towards growth and transition of your Company during her tenure.

Completion of term of Mr. Ranjal L. Shenoy (DIN:00074761), Non-Executive Independent Director During the year under review, Mr. Ranjal L Shenoy (DIN:00074761) completed his second term of 5 (five) consecutive years as an Independent Director of the Company on the close of business hours of 19th March, 2025. Accordingly, he ceased to be a Director of your Company and member of various Board Committee(s) on the close of Business hours on 19th March 2025. The Board placed on record their appreciation for the valuable contribution made by Mr. Ranjal L Shenoy over a decade towards growth and transition of your Company during his tenure.

None of the Directors is disqualified from being appointed as Director as specified in Section 164(2) of the Companies Act, 2013. Note on the background of the Director proposed for reappointment is given as an annexure to the Notice, which forms part of this Annual Report.

Key Managerial Personnel

Pursuant to Sections 2 (51) and 203 of the Companies Act 2013, Mr. Jeet Malhotra, Managing Director and CEO, Mr. Ashish Agarwal CFO and Mr. Amit Kumashi Company Secretary of the Company are designated as Key Managerial Personnel of the Company.

8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Prior to the induction of a Director on the Board, the Managing Director and the management team brief the incoming Independent Director about the Company, its line of business, and the composition of the present board, organization chart etc. The appointment letter issued to the Independent Directors also sets out detailed terms of employment including their roles, functions, responsibilities and their fiduciary duties, code of conduct, performance evaluation process etc. as an independent director of the Company.

Independent Directors have right to access information and documents for enabling them to have a good understanding of the Company and its various operations.

9. SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacted the going concern status and Company's operations in future.

10. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) of the Act, the Directors of your Company, to the best of their knowledge and based on the information and explanations received from the Company confirm that: (a) in the preparation of the annual Financial Statements for the financial year ended 31st March 2025, the applicable accounting standards have been followed and there are no material departures from the same; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March 2025 and of the profit of your Company for the said period; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a ‘going concern' basis; (e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively and; (f) proper systems to ensure compliance with the provisions of all applicable laws were devised and as certified by the internal auditors such systems were adequate and operating effectively.

11. DISCLOSURE UNDER THE SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, REDRESSAL) ACT 2013

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition, Redressal) Act, 2013 ("POSH"). The Company has zero tolerance on Sexual Harassment at workplace.

In compliance with the provisions of POSH and the Companies Accounts Rules, 2014, as amended, the internal committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. All employees (permanent, contractual, temporary, trainees and other stakeholders) are covered under this policy. The following is the summary of sexual harassment complaints received and disposed off during the Financial Year 2024-25:

Number of Complaints

Number of Nature

of sexual harassment

complaints disposed of action

received during the

off during the taken by the

period April 2024 to

period April 2024 to employer

March 2025

March 2025
NIL Not applicable Not applicable

12. SECRETARIAL STANDARDS

The Company complies with applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31st March 2025.

13. FRAUD REPORTING BY AUDITORS

As required under Section 134(3) (ca) of the Companies Act, 2013, Directors confirm that there were no instances of fraud reported by the Auditors.

14. AUDITORS Statutory Auditors

M/s. CNK & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101961W /W100036) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 36th AGM of the Company held on 25th August 2023 to hold office from the conclusion of the said Meeting till the conclusion of the 41st AGM to be held in the year 2028.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

Cost Auditors

As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant. The Company has maintained the Cost Records as prescribed under the Companies (Cost Records and Audit) Rules, 2014. The Board on the recommendation of the Audit Committee has appointed M/s. Kishore Bhatia

& Associates, Cost Accountants (Firm Registration No. 000294) as the Cost Auditors of the Company for financial year 2025-26 under Section 148 and all other applicable provisions of the Companies Act, 2013.

M/s. Kishore Bhatia & Associates have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013 and that the appointment meets with the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and an arm's length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included at Item No. 4 of the Notice convening the AGM.

The Cost Audit Report for the Financial Year ended 31st March 2024 was filed with the Ministry of Corporate Affairs on 16th August 2024 within the stipulated time mandated in the Companies (Cost Records & Audit) Rules, 2014, as amended. Secretarial Auditors Pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at their meeting held on 5th May, 2025 have recommended the appointment of M/s. Naithani

& Shetty Associates a Peer Reviewed firm of

Company Secretaries in Practice (Firm Registration No. P2025MH103800) as a Secretarial Auditors of the Company to conduct the Secretarial audit of the Company for a term of 5 (five) consecutive financial years (from 1st April 2025 to 31st March 2030), to hold the office from conclusion of 38th (Thirty-Eighth) Annual General Meeting ("AGM") till the conclusion of 43rd (Forty-Third) AGM of the Company to be held in the year 2030. The appointment will be subject to Member's approval at the ensuing AGM. Brief resume and other details of M/s. Naithani & Shetty Associates, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

M/s. Naithani & Shetty Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations. The Report of the Secretarial Auditor for financial year 2024-25 which is unmodified is appended to this Report as Annexure III.

Internal Auditors

M/s. Nikhil Narkar & Associates, Chartered Accountants have conducted internal audits periodically and submitted their reports. Their Reports have been reviewed by the Audit committee from time to time.

15. PROHIBITION OF INSIDER TRADING

In compliance with the provisions of SEBI (Prohibition of Insider Trading Regulations) 2015, as amended from time to time, to preserve the confidentiality and prevent misuse of unpublished price sensitive information (UPSI)/Leak of UPSI, the Company has adopted a Code of Conduct for Insider Trading for prohibition of Insider trading which was revised and approved by Board, for Promoters, Members of Promoter group, Directors, Designated Person/ Employees, their immediate relatives, and substantial shareholders in the listed Company. This policy also provides for periodical disclosures from the designated persons as well as pre-clearances of transactions by such persons.

16. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer, pursuant to the Regulation 17 of the Listing Regulations, for the financial year 2024-25 is given in Annexure IV.

17. PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS

The Company has not provided any loans, Guarantees or made investments under Section 186 of the Companies Act, 2013

18. DEPOSITS

There are no deposits outstanding as on 31st March 2025 and that Company has not accepted any deposits from public / members under Section 73 of the Act, read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

19. SUBSIDIARY, ASSOCIATES AND JOINT

VENTURES

The Company does not have any subsidiary or associates or joint ventures as on the date of this report.

20. EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed herewith as Annexure V.

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of managerial personnel of your company is available for inspection by the members at registered office of the company during business hour on working days up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent. There were no employees who were drawing remuneration exceeding 1.02 Crores per annum.

21. ENVIRONMENT, HEALTH AND SAFETY

Your Company recognizes importance of Health and Safety of its employees and its neighbourhood. Regular Safety Audits are being conducted. Your Company has adopted a Health, Safety and Environment Policy, which applies to all employees and other stakeholders.

The Company ensures safe, healthy and eco-friendly environment at its plant and surrounding area. The Company continually works towards identification and reduction of risks and prevention of pollution at its plant and its surroundings.

22. TRANSFER OF SHARE TO IEPF DEMAT ACCOUNT The provision pertaining to transfer of shares on which dividend was unclaimed/unpaid for seven years to Investor Education and Protection Fund Authority will be applicable to the Company in the year 2029.

23. APPRECIATION

Your Directors place on record their sincere appreciation of the wholehearted support extended by the Company's bankers, business associates, employees' union, shareholders, auditors and various statutory authorities, both, central and state Government.

The accompanying Annexures I to V form an integral part of this Director Report.

For and on behalf of the Board of Directors

Dr. Maya Parihar Malhotra

Mumbai

Chairperson

5th May 2025

DIN 00302976

   

Capital Market Publishers India Pvt. Ltd

401, Swastik Chambers, Sion Trombay Road, Chembur, Mumbai - 400 071, India.

Formed in 1986, Capital Market Publishers India Pvt Ltd pioneered corporate databases and stock market magazine in India. Today Capitaline corporate database cover more than 35,000 listed and unlisted Indian companies. Latest technologies and standards are constantly being adopted to keep the database user-friendly, comprehensive and up-to-date.

Over the years the scope of the databases has enlarged to cover economy, sectors, mutual funds, commodities and news. Many innovative online and offline applications of these databases have been developed to meet various common as well as customized requirements.

While all the leading institutional investors use Capitaline databases, Capital Market magazine gives access to the databases to individual investors through Corporate Scoreboard. Besides stock market and company-related articles, the magazine’s independent and insightful coverage includes mutual funds, taxation, commodities and personal finance.

Copyright @ Capital Market Publishers India Pvt.Ltd

Designed, Developed and maintained by CMOTS Infotech (ISO 9001:2015 Certified)

Site best viewed in Internet Explorer Edge ,   Google Chrome 115.0.5790.111 + ,   Mozilla Firefox 115.0.3 + ,   Opera 30.0+, Safari 16.4.1 +